Recent amendments to the Partnership and Business Names Law, Cap. 116 (Law 144(I)/2015) published in the Official Gazette of Cyprus, introduced the Partnership Limited by shares (“Limited Liability Partnership – LLP”), increasing the maximum number of persons that can be partners in partnerships to 100.
Widely used in Luxembourg and Poland, the LLP has recently been introduced to Cypriot Law and is expected to facilitate an increase in the use of Partnerships for investments and commercial transactions, particularly by Polish closed end fund structures.
Partners that hold shares in a LLP can be either legal or natural persons and enjoy limited liability in the same manner as shareholders do in a limited company. A limited liability partner cannot, however, take part in the management and operations of the LLP, nor can a Limited Liability partner be authorised to bind the LP.
A LLP can therefore consist of:
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One or more general partners who are liable for all debts and obligations of the LLP and are authorised to manage, operate and bind the LLP; and
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One or more Limited Liability Partners who contribute capital towards shares in the LLP but are not authorised to manage, operate and bind the LP.
In light of the above amendments and according to the new LLP regime, the LLP itself is tax transparent and if any taxation arises it will be at the level of the partners. Additionally, Alternative Investment Funds can now be formed as an LLP.
For more information please feel free to contact Alexandros Philippides (
APhilippides@oneworldweb.net).